VDC Constitution

CONSTITUTION, BY-LAWS & POLICIES

of the

VINTAGE DRIVERS’ CLUB

The following documents comprise the formal Constitution, consisting of the Memorandum and Articles of Association - as provided by the Companies Act (now the Corporations Act) – in addition to the Club By-Laws and Club Policies. Ongoing reviews of both By – Laws and Policies are conducted by the Executive Committee to ensure that they keep in step with the changing requirements of the Club while achieving the Objects of the Club, as defined in the Constitution and meeting the aspirations of the Membership.

COMPANIES ACT 1938

MEMORANDUM OF ASSOCIATION

OF

THE VINTAGE DRIVERS’ CLUB

1. The name of the Company (hereinafter called “the Club”).

2. The objects for which the Club is established are:-

(a) To promote and encourage interest in and appreciation of motor vehicles designed and/ or manufactured before December 31st 1930 and other vehicles of special interest which may from time to time be determined by the executive committee and to provide social intercourse and fellowship and exchange of information among its members and to maintain references upon and encourage the maintenance, restoration, preservation and ownership of all such vehicles and with that object in view to promote, organise and conduct, whether alone or in conjunction with any other person, club, firm or company, tours, trials, races and tests of all sorts, including social runs, reliability trials, time trials, speed trials, hill climbs and competitions of all sorts, and to offer, give or contribute prizes, medals and awards therefore, and to promote give or support dinners, balls, concerts or other entertainments. Provided that the Association shall not support with its funds or endeavour to impose on or procure to be observed by its members or others any regulation or restriction which if an object of the Association would make it a trade union within the meaning of the Trade Unions Act 1928.

(b) To take over the assets and liabilities of the present unincorporated club known as “The Vintage Morris Club of Australia”.

(c) To provide accommodation and other facilities for Club members, their guests and all other persons lawfully entitled to use or be upon the Club premises of which the Club is the bona fide occupier and such accommodation shall be provided and maintained from the joint funds of the Club and no person shall be entitled to derive any profit benefit or advantage from the Club which is not shared equally by every member thereof.

(d) To renumerate any person or company for services rendered or to be rendered in or about the conduct and maintenance of the Club.

(e) To purchase hire lease or otherwise acquire for the purposes of the Club any real or personal property and any rights or privileges which the Club may think necessary or convenient for the carrying out of its objects and to construct, maintain and alter any buildings or erections necessary or convenient for the work of the Club.

(f) To sell mortgage exchange hire lease or otherwise dispose of the property of the Club or any part or parts thereof.

(g) To invest and deal with any of the moneys of the Club not immediately required for the purposes thereof upon such securities and in such manner as may be deemed fit and from time to time to vary and realise such investments.

(h) For the purposes of the Club to make draw accept endorse discount execute and issue promissory notes bills of exchange of lading warrants debentures and other negotiable or transferable instruments.

(i) For the purposes of the Club to borrow money from time to time and for such purpose to give debentures liens mortgages charges or other or other security over the whole or any part of the property real or personal to the Club.

(j) In furtherance of the objects of the Club to obtain and hold any licence or permission necessary for and to carry on the business of restaurant keepers and of sellers of tobacco cigars and cigarettes and of all kinds of goods provisions etcetera required used or desired by members.

(k) To take or reject any gift of property money or goods whether subject to any special trust or not.

(l) To enter into any arrangements with any governments or authorities supreme, municipal, local or otherwise that may seem conducive to the Club’s objects or any of them and to obtain from any such government or authority any rights privileges and concessions which the Club may think it desirable to obtain and to carry out exercise and comply with any such arrangements rights privileges and concessions.

(m) To obtain any provision order or Act of Parliament for enabling the Club to carry any of its objects into effect or for effecting any modification of the Club’s constitution or for any other purpose which may seem expedient and to oppose any proceedings or applications which may seem calculated directly or indirectly to prejudice the Club’s interests.

(n) To procure the Club to be registered or recognised in any other State in the Commonwealth of Australia, or in any foreign country or place.

(o) To carry on all such activities as may be necessary or convenient for the purposes of the Club or any of them.

(p) To do all such acts deeds matters and things and to enter into and make such agreements as are incidental or conducive to the attainment of the objects of the Club or any of them.

4. The income and property of the Club whencesoever derived shall be applied solely towards the promotion of the objects of the Club as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise howsoever by way of profit to the members of the Club. Provided that nothing herein contained shall prevent the payment in good faith of interest to any such member in respect of moneys advanced by him to the Club or otherwise owing by the Club to him or of remuneration to any officers or servants of the Club or to any member of the Club or other person in return for any services actually rendered to the Club. Provided further that no member of the Executive Committee or governing body shall be appointed to any salaried office of the Club or any office of the Club paid by fees and that no remuneration shall be given by the Club to any member of such Executive Committee or governing body provided that nothing herein contained shall be construed so as to prevent the money lent or hire of goods or rent for the premises demised to the Club. PROVIDED THAT the provision last aforesaid shall not apply to any payment to any company or corporation of which a member of the Executive Committee or governing body may be a member and in which such member shall not be bound to account for any share of profits he may receive in respect of such payment.

5. No addition, alteration or amendment shall be made to or in the regulations contained in the Articles of Association for the time being in force unless the same shall have been previously submitted to and approved by the Attorney-General of the State of Victoria.

6. The fourth fifth and tenth paragraphs of this memorandum of association contains conditions upon which a licence is granted by the Attorney-General of Victoria to the association in pursuance of the provisions of Section 18 of the Companies Act 1938 of the said State. For the purpose of preventing any evasion of the provisions of the said paragraphs the Attorney-General may from time to time on the application of any member of the Association and on giving notice to the Association of his intention so to do and after affording the Association an opportunity of being heard in opposition thereto, within such time as may be specified in such notice, impose further conditions which shall be duly observed by the Association.

7. The liability of the members is limited.

8. Every member of the Club undertakes to contribute to the assets of the Club in the event of the same being wound up during the time that he is a member or within one year afterwards for payment of the debts and liabilities of the Club contracted before the time at which he ceases to be a member and of the costs charges and expenses of winding up the Club and for the adjustment of the rights of the contributories amongst themselves such amount as may be required not exceeding five pounds.

9. If upon the winding up or dissolution of the Club there remains after satisfaction of all debts and liabilities any property whatsoever the same shall not be paid to or distributed amongst the members of the Club but shall be given or transferred to some other institution or institutions having objects similar to those of this Club or of an educational or charitable nature and which shall prohibit the distribution of its or their members to an extent at least as great as is imposed on the Club under or by virtue of Clause 5 hereof such institutions to be determined by the members at or before the time of the dissolution, and in default thereof by such judge of the Supreme Court of Victoria as may have or acquire jurisdiction in the matter.

10. True accounts shall be kept of the sums of money received and expended by the Club and the matter in respect of which such receipt or expenditure takes place and of the property, credits and liabilities of the Association and subject to any reasonable restrictions as to time and manner of inspecting the same that may be imposed in accordance with the regulations of the Club for the time being shall be open to the inspection of the members. Such accounts shall upon the written request of the Attorney-General be made available for inspection by him or anyone authorised in writing by him for the purpose, Once at least in every year the accounts of the Club shall be examined by one or more properly qualified Auditor or Auditors.

We, the several persons whose names and addresses are subscribed are desirous of being formed into a Company in pursuance of this Memorandum of Association.

COMPANIES ACT 1938

ARTICLES OF ASSOCIATION

OF

THE VINTAGE DRIVERS’ CLUB

1. In these Regulations –

“ACT” means the Companies Act, 1938.

“CLUB” means the Vintage Drivers’ Club.

When any provision of the Act is referred to the Reference is to such provision as modified by any law for the time being in force.

Unless the context otherwise requires expressions defined in the Act or any modification thereof made by any law in force at the date at which these regulations become binding on the company shall have the meanings so defined.

MEMBERS

2. The number of members with which the Club proposes to be registered is 300 but the Executive Committee may from time to time register an increase of members.

3. The subscribers to the Memorandum of Association and such other persons as the Executive Committee shall admit to membership shall be members of the Club.

GENERAL MEETINGS

4. The first General Meeting shall be held at such time not being less than one month or more than three months after the incorporation of the Club and at such place as the Executive Committee may determine.

5. A general meeting shall be held once in every calendar year at such time (not being more than fifteen months after the holding of the last preceding General Meeting) and place as may be prescribed by the Club in General Meeting or in default at such time in the third month following that in which the anniversary of the Club’s incorporation occurs, and at such place as the Executive Committee shall appoint.

6. The above mentioned-mentioned General Meetings shall be called Ordinary General Meetings; all other meetings shall be called Extraordinary General Meetings.

7. The Executive Committee may whenever it thinks fit convene an Extraordinary General Meeting and Extra-ordinary General Meetings shall be convened on such requisition or in default may be convened by such requisitionists as provided by section (114) of the Act.

If at any time there are not within the State sufficient members of the Executive Committee capable of acting to form a quorum any member of the Executive Committee or any two members of the Club may convene an Extraordinary General Meeting in the same manner as nearly as possible as that in which meetings may be convened by the Executive Committee.

NOTICE OF GENERAL MEETINGS

8. Subject to the provisions of Sub-section (2) of Section (117) of the Act relating to special resolutions seven days’ notice at the least (exclusive of the day on which the notice is served or deemed to be served but inclusive of the day for which is given) specifying the place the day and the hour of meeting and in case of special business the general nature of that business shall be given in manner hereinafter mentioned or in such other manner if any as may be prescribed by the Club in General Meeting to such persons as are under the regulations of the Club entitled to receive such notices from the Club; but with the consent of all members entitled to receive notice of some particular meeting that meeting may be convened by such shorter notice and in such manner as those members may think fit.

9. The accidental omission to give notice of a meeting to or to the non-receipt of notice of a meeting by any member shall not invalidate the proceedings at any meeting.

SPECIAL BUSINESS

10. All business shall be deemed special that is transacted at an Extraordinary General Meeting and all that is transacted at an Ordinary General Meeting with the exception of the consideration of the accounts balance sheets and the report of the Executive Committee and the Auditors prescribed by the Act election of members of the Executive Committee and other officers in the place of those retiring and fixing of remuneration of the Auditors.

PROCEEDINGS AT GENERAL MEETINGS

11. No business shall be transacted at any General Meeting unless a quorum of members is present at the time when the Meeting proceeds to business; save as herein otherwise provided three members personally present shall be a quorum.

12. If within fifteen minutes from the time appointed for the meeting a quorum is not present the meeting if convened upon the requisition of members shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place and if at the adjourned meeting a quorum is not present within fifteen minutes from the time appointed for the meeting the members present shall be a quorum.

13. The Chairman if any of the Executive Committee shall preside as Chairman at every General Meeting of the Club.

14. If there is no such Chairman or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting or is unwilling to act as Chairman the members present shall choose some one of their number to be Chairman.

15. The Chairman may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn the meeting from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

When the meeting is adjourned for ten days a notice of the adjourned meeting shall be given as in the case of an original meeting.

Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

16. At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded by at least two members present in person or by proxy entitled to vote and unless a poll is so demanded a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously or by a particular majority or lost and an entry to that effect in the book of proceedings of the Club shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

17. If a poll is duly demanded it shall be taken in such manner as the Chairman directs and unless the Meeting is adjourned the result of the poll shall be deemed to be the resolution of the Meeting at which the poll was demanded.

18. In the case of an equality of votes whether on a show of hands or on a poll the Chairman of the Meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.

19. A poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith.

A poll demanded on any other question shall be taken at such time as the Chairman of the Meeting directs.

VOTES OF MEMBERS

20. Subject always to the by-laws or regulations of the Club every member shall have one vote.

21. No member shall be entitled to vote at any General Meeting unless all moneys presently payable by him to the Club have been paid.

EXECUTIVE COMMITTEE

22. The first members of the Executive Committee shall be determined by the Subscribers to the Memorandum and Articles of Association. Such persons shall retire at the first General Meeting of the Club when the members for the ensuing year shall be elected.

POWERS AND DUTIES OF THE EXECUTIVE COMMITTEE

23. The business and general affairs of the Club shall be under the management of the Executive Committee which shall have full control of the property of the Club and absolute authority subject to the Memorandum of Association and to these Articles regarding its disposition and in the conduct and administration of all the affairs and business of the Club including the rights and privileges of members in respect to the Club except insofar as is otherwise expressly provided by these Articles. In particular but without derogating from the general powers hereinbefore conferred the Executive Committee shall have power from time to time-

(a) To appoint from among its members or from members of the Club sub-committee for any purpose whatever which from time to time it may think desirable and to delegate to any such sub-committee such powers as it may think fit and any such appointment or delegation may from time to time be revoked or altered. Unless otherwise specified in the Minutes of the Executive Committee appointing the sub-committee the quorum of all sub-committees shall consist of a majority of the members of such sub-committee.

(b) To make such by-laws rules or regulations not inconsistent with the Memorandum and Articles of Association of the Club as in the opinion of the Executive Committee are necessary or advisable to provide for the proper control administration and management of the Club’s finances affairs interests effects and property and for the qualification admission and classification of members the entrance fees and subscriptions payable by members, the rights and privileges of members and generally the convenience comfort and well being of the members of the Club and to amend or rescind from tome to time any such by-laws and regulations.

(c) To enforce the observance of all by-laws rules or regulations by suspension from enjoyment of Club privileges or any of them or otherwise as the Executive Committee thinks fit but not to expel a member from the Club other than in accordance with Clause 46 (K) hereof.

(d) To appoint any delegate or delegates to represent the Club for any purpose with such powers as may be thought fit.

(e) To engage appoint control remove discharge suspend and dismiss such managers secretaries officers solicitors accountants surveyors bankers clerks representatives agents and servants or other employees in respect to permanent temporary or special services as it may from time to time think fit and to determine the duties of and pay such salary emoluments or other remuneration to such persons as it thinks fit.

(f) To purchase or otherwise acquire for the Club any property rights or privileges which the Club is authorised to acquire at such price and generally on such terms and conditions as it shall think fit.

(g) To secure the fulfilment of any contracts or engagements entered into by the Club by mortgaging or charging all or any of the property of the Club as may be thought fit.

(h) To institute conduct defend compound or abandon any legal proceedings by or against the Club or its officers or otherwise concerning the affairs of the Club and also to compound or allow time for payment and satisfaction of any debts due to and any claims or demands by or against the Club and to refer any claims or demands by or against the Club to arbitration and to observe and perform the award.

(i) To determine who shall be entitled to sign or endorse on the Clubs behalf contracts receipts acceptance cheques bills of exchange promissory notes and other documents or instruments.

(j) To invest and deal with any of the moneys of the Club not immediately required for the purposes of the Club upon such securities and in such manner as the Executive Committee may think fit and from time to time to vary or realise such investments.

(k) From time to time at its discretion to borrow or secure the payment of any sum or sums of money for the purposes of the Club and to raise or secure the payment of such sum or sums in such manner and upon such terms and conditions in all respects as it shall think fit and in particular by the issue of debentures or debenture stock perpetual or otherwise and either charged upon all or any of the Club’s property both present and future or not so charged or by any mortgage charged or other security upon or over all or any part of the Club’s property both present and future. Any debentures or other securities may be issued with any special rights and privileges which the Executive Committee may think proper to confer on the holders.

(l) To sell exchange or otherwise dispose of any furniture fittings equipment plant or other goods or chattels belonging to the Club and to let any property of the Club and with the sanction of a General Meeting of the Club to lease demise exchange or sell all or any part of the lands and buildings or other property or rights to which the Club may be entitled from time to time.

24.(a) Any by-law rule or regulation made under these Articles shall come into force and be fully operative upon posting to members a notice containing such by-law rule or regulation in accordance with Article 44 of the Articles of Association of the Club or if so determined by a General Meeting of the Club upon posting of a notice containing such by-law rule or regulation on the Club’s notice board.

(b) The Club in General Meeting may revoke and disallow any such by-law rule or regulation provided that the notice convening the meeting states that notice has been received as provided for in Clause (c) of this Article and also specifying the by-law rule or regulation objected to.

(c) Without limiting any of the rights of members any five members may give to the Secretary notice in writing signed by them that they object to one or more specified by-laws rules or regulations and the Secretary shall then include a statement to that effect on the notice convening the next General Meeting provided that such notice is given to the Secretary at least fourteen days prior to the General Meeting at which it is to be discussed.

25. No regulation made by the Club in General Meeting shall invalidate any prior act of the Executive Committee which would have been valid if that regulation had not been made.

26. The Executive Committee shall cause minutes to be made in books provided for the purpose-

(a) Of all appointments of officers made by the Executive Committee;

(b) Of the names of members of the Executive Committee present at each meeting of the Executive Committee and of any sub-committee of the Executive Committee;

(c) Of all resolutions and proceedings at all meetings of the Club and of the Executive Committee and of Sub-committees.

THE SEAL

27. The seal of the Club shall not be affixed to any instrument except by the authority of a resolution of the Executive Committee and in the presence of a member of the Executive Committee and of the Secretary or such other person as the Executive Committee may appoint for the purpose; and that member of the Executive Committee and the Secretary or other person aforesaid shall sign every instrument to which the seal of the Club is so affixed in their presence.

DISQUALIFICATION OF MEMBERS OF THE EXECUTIVE COMMITTEE

28. The office of a member of the Executive Committee shall be vacated if such member-

(a) becomes bankrupt; or

(b) is found lunatic or becomes of unsound mind,

(c) resigns his officer by notice in writing to the Club; provided however that a member

of the Executive Committee shall not vacate his office by reason of his being a

member of any corporation firm society or association which has entered into contract

with or done any work for the Club if he shall have declared the nature of his interest

in manner required by section 140 of the Act.

ROTATION OF MEMBERS OF THE EXECUTIVE COMMITTEE

29. The members of the Executive Committee of the Club shall retire from office at every Ordinary Meeting of the Club but shall be eligible for re-election at such meeting.

30. The Club may from time to time in General Meeting increase or reduce the number of the members of the Executive Committee.

31. Any casual vacancy occurring in the Executive Committee may be filled up by the members of such Committee.

32. The Club may by extraordinary resolution remove any member of the Executive Committee before the expiration of his period of office and may by an ordinary resolution appoint another person in his stead.

PROCEEDINGS OF THE EXECUTIVE COMMITTEE

33. The members of the Executive Committee may meet together for the despatch of business adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes.

In case of an equality of votes the Chairman shall have a second or casting vote.

A member of the Executive Committee may and the Secretary on the requisition of a member of the Executive Committee shall at any time summon a meeting of the Executive Committee.

34.The quorum necessary for the transaction of business of the Executive Committee shall be five.

35. The continuing members of the Executive Committee may act notwithstanding any vacancy in their body but if and so long as their number is reduced below the number fixed by or pursuant to the regulations of the Club as the necessary quorum of the Executive Committee may act for the purpose of increasing the number of members to that number or of summoning a general meeting of the Club but for no other purpose.

36. The President of the Club shall be the Chairman of all meetings or if at any meeting he is not present within fifteen minutes of the time appointed for holding the same the members present may choose one of their number to be Chairman of the meeting.

37. All acts done by any meeting of the Executive Committee or of a Sub-committee of the Executive Committee or by any person acting as a member of the Executive Committee shall not withstanding that it be afterwards discovered that there was a defect in the appointment of any such member of the Executive Committee or persons acting as aforesaid or that they or any of them were disqualified be as valid as if every such person had been duly appointed and was qualified to be a member of the Executive Committee.

(a) all sums of money received and expended by the Club and the matter in respect of

which the receipt and expenditure takes place;

(b) all sales and purchases of goods by the Club; and

(c) the assets and liabilities of the Club.

39. The accounts shall be kept at the registered office of the Club or at such other place or places as the Executive Committee thinks fit and shall always be open to the inspection of members of the Executive Committee.

40. No member (not being a member of the Executive Committee) shall have any right of inspecting any account or book or document of the Club except as conferred by the Memorandum of Association of the Club or by statute or as authorised by the Executive Committee or by the Club in General Meeting.

41. The Executive Committee shall from time to time in accordance with Section (123) of the Act cause to be prepared and to be laid before the Club in General Meeting such Profit and Loss Accounts, Balance Sheets and Reports as are referred to in that section.

42. A copy of every Balance Sheet (including every document required by law to be annexed or attached thereto) which is to be laid before the Club in General Meeting shall not less than seven days before the date of the meeting be sent to all persons entitled to receive notice of General Meetings of the Club.

AUDIT

43. Auditors shall be appointed and their duties regulated in accordance with Sections 132 and 133 of the Act.

NOTICES

44. A notice may be given by the Club to any member either personally or by sending it by post to him to his registered address or ( if he has no registered address within the State) to the address if any within the State supplied by him to the Club for the giving of notices to him.

Where a notice is sent by post service of the notice shall be deemed to be effected by properly addressing prepaying and posting a letter containing the notice and to have been effected in the case of a notice of a meeting at the expiration of twenty-four hours after the letter containing the same is posted and in any other case at the time at which the letter would be delivered in the ordinary course of post.

45. Notice of every General Meeting shall be given in some manner hereinbefore authorised to every member except those members who (having no registered address within the State) have not supplied to the Club an address within the State for the giving of notices to them.

No other person shall be entitled to receive notices of General Meetings.

MISCELLANEOUS

46. Notwithstanding anything to the contrary herein elsewhere contained the following provisions shall apply and shall be incorporated in the by-laws rules and regulations of the Club-

(a) No person shall derive any profit benefit or advantage from the Club which is not

shared equally by all the members.

(b) The profits (if any) and other income of the Club shall be applied to the promotion of the objects of the Club as laid down in the Memorandum of Association and no payment shall be made to or amongst members by way of payment of dividends or distribution of profits or income.

(c) The Executive Committee shall meet monthly and shall cause to be recorded in a book provided for that purpose minutes of all resolutions and proceedings of the meetings of the Committee.

(d) The names and addresses of persons proposed as ordinary members of the Club shall be displayed in a conspicuous place in the Club premises for at least one week before their election to membership and such election shall not take place within two weeks of the receipt by the Secretary of their nomination.

(e) All members shall be elected by the Executive Committee or by a sub-committee formed by the Executive Committee in accordance with these Articles at a meeting duly convened and a record shall be kept by the Secretary of the Club of the names of the members present and voting at such meetings.

(f) There shall be a defined subscription of such amount (not being less than two dollars per annum) as the Executive Committee may from time to time decide payable by members quarterly half yearly or annually in advance as the Executive Committee shall decide.

(g) The Executive Committee shall have power to admit honorary and temporary members on such conditions and for such period as to it in its absolute discretion shall seem fit but no person shall be admitted to such membership unless he possesses such qualifications as may from time to time be defined by the by-laws and he shall be subject to such conditions as may be imposed by any such by-laws. Until otherwise provided by duly promulgated by-law the following persons only shall be eligible honorary membership:-

(i) Visiting members of affiliated Motor Sporting Clubs may be admitted for a period not exceeding three months.

(ii) The officers and committee of the Vintage Sports Car Club of Great Britain shall be admitted as honorary members during the of their term of office.

(h) Honorary members (other than honorary life members) shall not be under any obligation or liability with respect to payment of entrance fees and/or the guarantee provided for in Clause 6 of the Memorandum of Association nor shall they be entitled to vote at any meeting of the Club or to be elected as officers or members of the Executive Committee. This provision shall apply also to temporary members except that such members may be liable to such subscriptions as the Executive Committee may decide.

(i) Correct accounts and books shall be kept showing the financial affairs of the Club and the particulars usually shown in books of account of a like nature.

(j) A register of members of the Club for the time being must be kept in the Club premises. Such register shall set forth the names in full occupations and addresses of all members of the Club and date of the latest payment by each member of his subscription.

(k) The Executive Committee if at any time they shall be of the opinion that the interests of the Club so require shall by letter invite any member to withdraw from the Club within a time specified in such letter and in default of such withdrawal to submit the question of his expulsion to a special general meeting to be held within six weeks after the date of such letter. At such meeting the member whose expulsion is under consideration shall be allowed to offer an explanation of his conduct verbally or in writing, and if thereupon two thirds of the members present shall vow for this expulsion he shall be by ballot if not less than five members present thereat shall so demand it shall be in the power of the Committee to exclude such member from the enjoyment of the Club privileges or from Club premises until such special General Meeting shall be held.

VINTAGE DRIVERS’ CLUB

BY-LAWS

( REVISION 1: SEPTEMBER 2011)

SECTION A: ELECTION

1. In accordance with Article 29 of the Memorandum of Association (MOA) and Articles of Association (AOA) of the Club, members of the Executive Committee shall retire from office at every Ordinary General Meeting of the Club, but shall be eligible for re-election at such meeting.

2. Nominations of Candidates for election shall be made in writing and signed by two financial members of the Club and must reach the Secretary by the date advertised on the nomination form. Written indication, signed by the Candidate (must be financial) that he/she is willing to act in that position must also be received by the date advertised on the nomination form.

3. (a) Not less than (7) days before the Ordinary General Meeting of the Club, a complete list of the nominations received and a proxy voting form shall be posted to every financial member.

(b) Proxy voting forms, completed and signed, must be returned to the Secretary prior to the commencement of the election proceedings at the Ordinary General Meeting. Only proxies forwarded by mail will be accepted.

4. (a) Nominations shall be received for the defined positions of President, Vice President, Secretary, Treasurer, Club Captain and a general Committee of four(According to Clause 30, Articles of Association of the Vintage Drivers’ Club).

(b) The Committee of the Club may appoint Special Office Bearers of the Club at their discretion. Such Special Officer Bearers need not necessarily be members of the Committee (according to Clause 23A, Articles of Association of the Vintage Drivers’ Club Limited).

(c) The Committee may, at its discretion, vary the title and/or position of any members of the Committee and may increase its membership beyond nine persons in accordance with AOA 30.

5. (a) The meeting shall appoint one Chairman, a chief scrutineer and two vote counters from financial members of the Club, not nominated for election. The election of each position shall be carried out by Secret Ballot.

The chief Scrutineer (after counting of votes) shall, in writing, submit the name(s) of the candidate(s) receiving the greatest number of votes to the Chairman who shall announce to the members the name(s) of the candidate(s) elected for each particular position.

(b) In the event of an equality of vote, the Chairman will employ his/her second or casting vote before the result is announced.

6. Any candidate unsuccessfully nominated for President, Vice President, Secretary, Treasurer, Club Captain or any other defined position as may from time to time exist, becomes an automatic nomination for committee.

Note: This By-Law is to be quoted on the Nomination Form.

7. The election of all candidates for committee shall be carried out simultaneously by secret ballot. The candidates receiving the highest individual total votes of those nominated, shall be reported by the Chief Scrutineer in writing to the Chairman who shall declare the candidates elected to the Committee.

8. In secret ballots, the names of all candidates will be listed on the ballot paper and each member will strike out the name or names of the candidate or candidates he/she does not desire to be elected.

9. Any ballot paper on which there appear the names of more or less candidates than the number of vacancies existing will be deemed invalid (in accordance with By-Law No.8).

10. In an election, after ballot papers have been collected the Chairman shall state that the ballot is closed. No more ballot papers will be accepted for that particular ballot after this statement has been made.

11. The issue of any printed or written matter supporting or opposing the election of any candidate or candidates, in connection with any election conducted by the Club, is forbidden.

SECTION B: ELECTION OF MEMBERS

12. Prospective members of the Club must be proposed by a financial member of the Club. The application form shall contain the prospective member’s signature indicating that he/she agrees to abide by the Memorandum of Association, the articles of Association and the By-Laws of the Club.

The application form shall also contain such details of the applicant as full name, address, occupation and any other information which the Committee may consider relevant to the activities of the Club.

13. Under no circumstances shall subscriptions be refunded.

SECTION C: CONDITIONS OF MEMBERSHIP

14.

14.1 All subscriptions are payable in advance and all members falling in arrears will be deemed un-financial.

A person shall cease to be a member, three calendar months after becoming un-financial. Un-financial members may become financial before this three months has elapsed, by paying the balance of the year’s subscription and the arrears due at the time of payment.

14.2Ordinary Membership:(Consists of a Registered Member and a partner where applicable.)

Registered Member and Partner are entitled to vote on all occasions. Both are entitled to all Club privileges and awards.

Fee: Ordinary Member fee as set by VDC Committee annual review.

Country/Interstate Membership: (100 km from Melbourne GPO.)

Same as for Ordinary category

Fee: Ordinary Membership fee less 10%. (rounded to nearest dollar)

Social Membership: For (a) partners of recently deceased active registered members and (b) for recently active members no longer physically able to drive or participate in Club motoring events. This category which is limited to 2 percent of Club current membership at the time of applying, is always at the discretion of the Executive Committee.

Note: This Membership is not a low cost category for members who do not meet this criterion.

15. Honorary Life Membership

Honorary Life Membership may be awarded to any member of the Club who is considered by the Committee to have rendered outstanding service to the Club. Such an award may be made at any time during a five year period; up to two may be given but only one in any given year. Each award may include the recipient’s partner at the discretion of the Executive Committee.

16. Overseas Membership

The privileges of ordinary members shall be available to overseas members at a yearly subscription rate determined by the Executive Committee.

SECTION D: GENERAL

17. The Committee shall from time to time issue regulations governing the eligibility of vehicles taking part in any type of event organised by the Club.

Changes to By-Law 14 were

introduced August 2010 by Resolution of Executive Committee following Conditions of Membership review

Changes to By-Law 15 were introduced January 2010 by Resolution of Executive Committee following a review of this category

VINTAGE DRIVERS’ CLUB

POLICIES

(REVISION 1 FEB. 1999)

1. The VDC shall produce a document specifying the Policies and Procedures for the day-to-day operation of the club in accordance

with Clause 23 of the Articles of Association (the Articles).

2. An Executive Committee (the Committee) shall be elected in accordance with Clause 22 of the Articles. It shall consist of a

President, Vice-President, Secretary, Treasurer, Club Captain and such Committee Person numbers as determined from time-to-

time by vote at an Annual General Meeting (AGM) open to all VDC members.

3. The minimum number of persons to be not less than (7) and a quorum to consist of not less than five (5) persons.

4. After election of the Committee at the AGM, Committee Members may be offered Directorships of the Club and may accept such

Directorships.

5. It is the role of the Executive Committee to determine the rules and regulations and notify members as required by the Articles.

Members have the right to object under section 24 of the Articles.

6. Legal documents of prime importance are to be held in a Bank Safety Deposit Box and a Register is to be maintained by the Secretary.

7. A copy of this Document shall remain on display in the Clubrooms.

8. Any Regulations or Rules published in the Club Magazine with approval of the Executive Committee shall be deemed to be the

Club Policy

9. The VDC shall carry out all of its functions in accordance with the requirements of the Memorandum of Association

(Memorandum) and Articles based on the Companies Code.

10. Deleted.

11. All financial dealings indulged in by the VDC shall be in accordance with Section 162 of the Companies Code, and Clauses 3[c], [d], [e], [f], [g], [h], [i], [j], [k]; 4,8,9 and 10 of the Memorandum.

12. The Committee shall prepare a projected budget yearly and the Treasurer shall report to the Committee on the Club’s Financial Position in relation to the budget at Committee Meetings.

13. Purchase of items of a capital nature above an amount determined by the Committee from time-to-time must be approved by the Committee prior to purchase.

14. The Committee shall have the sole right to manage the affairs of the Club and institute whatever procedures are considered necessary to maintain the aim and purpose of the VDC.

15. The President of the Club shall allocate duties to the members of the Committee as required.

16 A regular meeting open to all members shall be held each month on the 4th Friday; except December, which shall be on the 3rd Friday or by Special Notice in the Magazine, at a venue nominated by the Committee.

17. A regular Committee Meeting shall be held, usually on the Wednesday following the monthly meeting. Any Extraordinary Meeting required by the Committee shall be notified.

18. An Ordinary General Meeting known as the Annual General Meeting (AGM) shall be held each year in accordance with Clause 5 of the Articles. This meeting shall be held immediately after the regular monthly meeting. Notification of this meeting must be forwarded to all eligible members at least 7 clear days before the meeting.

19. An Audit Report of the Club Finances shall be presented to the AGM in accordance with the Articles, Clause 42.

20. Membership shall be available in the following classes:-

(i) Ordinary (includes partner and children under 18 years)

(ii) Interstate and country (outside 100 kilometre radius from the Melbourne GPO).

(iii) Overseas.

(iv) Special Membership in accordance with Clause 46 [g] of the Articles.

21. Each Financial or Life Membership in classes (i), (ii) and (iii) above is restricted to one (1) vote at any Committee, Monthly, or AGM Meeting in accordance with Clauses 20 and 21 of the Articles. Membership class (iv) is not entitled to vote in accordance with Clause 46 (h) of the Articles.

22. A Club Magazine shall be produced each month and shall be available to all members before each monthly meeting.

23. The Committee shall have the right to determine the copyright of any article produced by the VDC.

24 Any article appearing in the Magazine copied from other sources shall show an acknowledgement of those sources.

25. The Club Insignia is copyright and may only be reproduced with the approval of the Committee.

26. The VDC shall promote social and competitive events throughout the year and a Calendar shall be published each year nominating these events.

27. All events shall be approved by the Executive Committee before promulgation.

28. A list of Eligibility Regulations shall be written outlining the requirements to which vehicles are to conform before entering Competitive Events.

29. The Committee shall determine the events for which Perpetual Trophies will be awarded. These events may be omitted or reinstated at the discretion of the Committee.

30. Sponsorship of any Event shall be at the sole discretion of the Committee.

31. In order to prevent the Club from being financially exposed, it is a requirement that before running an event incurring major expenses, a budget shall be presented to the Club Treasurer. The Club Treasurer is to be regularly informed of all financial transactions by the nominated event organiser.

32. After every event, a comprehensive financial report shall be raised. The report shall detail all costs involved whether claimed for

reimbursement or donated by the event organiser or a sponsor.

33. Cost of Entry to Events is at the discretion of the Events Committee.

34. Events arranged by the VDC shall take precedence over any other invitation event arranged by other clubs or organisations.

35. The Events Committee can, subject to approval by the Executive Committee, organise multiple events of different duration within or overlapping the same time frame, provided they are of dissimilar format. These events will accrue equal points as defined in the rules of Eligibility.

36. The VDC Clubrooms may be used for non VDC events at the discretion of and under conditions set by the Committee.

37. Clubroom Bookings must be made in advance with the Property Officer nominated by the committee.

38. The VDC shall raise a document detailing the requirements for use of the clubrooms by any persons whether club members or not.

39. All space within the Clubroom Building shall be non-smoking.

40. VDC Club Insignia Numbered Badges shall be sold only to Financial VDC Members and they are only to be placed on Vintage Vehicles.

41. The VDC shall only become involved or support local or community events decided by the Committee.

42. The VDC shall maintain various departments, e.g. Library, Spares, Gearbox, etc…..to service all club members.

43. Various sub-committees or Special Interest Groups can be formed with approval of the Committee. Minutes of Proceedings of these groups must be forwarded to the Secretary for presentation to the Committee.

44. The Committee shall approve members charged with responsibility to carry out various functions to facilitate the day-to-day running for the VDC, e.g. Membership Co-ordinator, Club Historian, Spares Officer, etc.

45. Any member of the VDC holding an official position shall return all documents held during their term of office within 30 days of relinquishing that position.

46. The Committee shall from time-to-time nominate members to receive awards; e.g. Ten Years of Outstanding Service, Club Person, Life Membership, etc. in accordance with laid down rules of eligibility.

47. Any income received from whatever source shall be forwarded to the Treasurer as soon as practicable, preferably within 2 weeks of receipt accompanied by a statement detailing it’s source.

48. The Club shall carry a Public Liability Insurance Policy as necessary and all other Insurance needs of the Club shall be determined by the Committee from time-to-time.

49. All Competitive Events are to be conducted in line with a procedure as required by the Public Liability Insurers.

50. The Committee shall from time-to-time nominate an amount of money that can be expended by the Library, Spares and Gearbox without prior approval of the Committee. The Treasurer is to be kept informed of expenditure.

51. Club Equipment is not to be loaned or hired without approval of the Committee. The Property Officer is to keep a record of any such loans and hirings.

52. The Club Captain or Event Organiser can disqualify any person from an event if in his opinion the person is under the influence of drugs or alcohol making him/her a danger to others.

53. No club funds are to be available to any constituted committee for reimbursement for purely social outings expenses.

54. Official Committee or Sub-Committees engaged in official club business can be reimbursed for actual expenses.

55. The VDC will sign applications for any Renewal Permits for Vehicles over 25 years of age, as a service to financial members.

56. The VDC shall accept no responsibility or liability for the supply of goods or services being offered by advertisers in the Magazine.

57. It is the discretion of the President with consideration of the issue at hand to determine the method to resolve the issue. This may include telephone ring-around, special meeting, etc., but a majority vote is mandatory.